REG - Gear4music - Adoption of New LTIP and Grant of Options
24/07/2023 07:00
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RNS Number : 8741G Gear4music (Holdings) PLC 24 July 2023
24 July 2023
Gear4music (Holdings) plc
("Gear4music" or "the Group")
Adoption of New LTIP and Grant of Options
Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the
largest UK based online retailer of musical instruments and music equipment,
announces that on 21 July 2023 it adopted a new long term incentive plan
("LTIP") with share awards to be made to key members of Gear4Music's
management team, including certain of its persons discharging managerial
responsibilities ("PDMRs").
The new LTIP has been established following consultation with certain of the
Group's major shareholders and taking advice from BDO. Potential awards and
performance criteria have been benchmarked against share incentive schemes for
other AIM companies.
The Group's Remuneration Committee has made these awards so that the key
people to lead the business into the future are appropriately incentivised in
a manner that aligns with the interests of the Group's shareholders. The new
LTIP will replace the two existing LTIPs established in 2018 (and subsequently
re-based in 2020) and in 2021 in full, with all awards made under those LTIPs
cancelled.
Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary
of the Company, will issue 1,038,000 'E' ordinary shares of one pence each ("E
Shares"), which are non-voting, non-dividend, restricted shares to the
relevant individuals. The initial subscription cost is paid by the relevant
individual with the proceeds received from the redemption by G4M Ltd of the
'C' ordinary shares of one pence each and 'D' ordinary shares of ten pence
each from the 2018 and 2021 LTIPs respectively at their nominal value. Any
excess owed to the relevant individual will be paid in cash; any excess owed
by the relevant individual for the subscription cost of E Shares will be paid
by way of a small cash bonus.
These E Shares will vest subject to achieving certain share price targets
between 2026 and 2030, at which point the E Shares can be exchanged on a
one-for-one basis for new ordinary shares in the Company ("Ordinary Shares").
The weighted average vesting period over the life of the new LTIP is five
years from the date of grant, being 21 July 2023.
Further details of the new LTIP are as follows:
Financial year ending 31 March Vesting date Share price target No. E Shares vesting
2026 27 July 2026 £3 207,600
2027 26 July 2027 £5 207,600
2028 24 July 2028 £7 207,600
2029 30 July 2029 £10 207,600
2030 29 July 2030 £13 207,600
Total 1,038,000
The Group's executive directors (each of whom is also a PDMR), along with
certain other members of the Group's senior management team, are participating
in the new LTIP. The PDMRs that are participating are detailed below:
Individual Title / role No. E Shares awarded
Andrew Wass Chief Executive Officer 250,000
Chris Scott Chief Financial Officer 250,000
Gareth Bevan Chief Commercial Officer 250,000
Total 750,000
Together with 74,892 options granted under the Company's CSOP scheme which are
outstanding to be exercised, the share awards made under the new LTIP would
represent a maximum dilution of 5.3% and 5.0% of the Group's existing and
fully diluted issued share capital respectively, over the seven year period
and assuming all vesting criteria are met, and all participants remain with
the business.
- Ends -
Enquiries:
Gear4music +44 (0)20 3405 0205
Andrew Wass, Chief Executive Officer
Chris Scott, Chief Financial Officer
Singer Capital Markets - Nominated Adviser and Sole Broker +44 (0)20 7496 3000
Peter Steel/Sam Butcher, Corporate Finance
Tom Salvesen, Corporate Broking
Alma PR - Financial PR +44 (0)20 3405 0205
David Ison Gear4music@almapr.co.uk
Joe Pederzolli
Josh Royston
About Gear4music (Holdings) plc
Operating from a Head Office in York, Distribution Centres in York, Bacup,
Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden
& Germany, the Group sells own-brand musical instruments and music
equipment alongside premium third-party brands including Yamaha, Roland and
Roland, to customers ranging from beginners to musical enthusiasts and
professionals, in the UK, Europe and the Rest of the World.
Having developed its own e-commerce platform, with multilingual, multicurrency
websites delivering to over 190 countries, the Group continues to build its
overseas presence.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Wass
2 Reason for the notification
a) Position/status Chief Executive Officer and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of E Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
27 July 2026 £nil 50,000
26 July 2027 £nil 50,000
24 July 2028 £nil 50,000
30 July 2029 £nil 50,000
29 July 2030 £nil 50,000
d) Aggregated information
- Aggregated volume 250,000
- Price £nil
e) Date of the transaction 21 July 2023
f) Place of the transaction Off-market transaction
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Chris Scott
2 Reason for the notification
a) Position/status Chief Financial Officer and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of E Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
27 July 2026 £nil 50,000
26 July 2027 £nil 50,000
24 July 2028 £nil 50,000
30 July 2029 £nil 50,000
29 July 2030 £nil 50,000
d) Aggregated information
- Aggregated volume 250,000
- Price £nil
e) Date of the transaction 21 July 2023
f) Place of the transaction Off-market transaction
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Gareth Bevan
2 Reason for the notification
a) Position/status Chief Commercial Officer and PDMR
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gear4music (Holdings) plc
b) LEI 2138005H4W74HDGSFC49
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.10 each
Identification code GB00BW9PJQ87
b) Nature of the transaction Issue of E Shares in subsidiary company under the Company's LTIP which,
subject to achievement of certain performance criteria, on vesting can be
exchanged for Ordinary Shares on a one-for-one basis.
c) Price(s) and volume(s)
Vesting date Price Volume(s)
27 July 2026 £nil 50,000
26 July 2027 £nil 50,000
24 July 2028 £nil 50,000
30 July 2029 £nil 50,000
29 July 2030 £nil 50,000
d) Aggregated information
- Aggregated volume 250,000
- Price £nil
e) Date of the transaction 21 July 2023
f) Place of the transaction Off-market transaction
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